If you are incorporating a company in British Columbia, one of the first considerations you will make is what to name your new British Columbia company. Choosing a specific company name is not mandatory. In fact, many companies incorporate as a “numbered company”, meaning they use the number assigned to them by the British Columbia Corporate Registrar of Companies. A typical numbered company’s name would look like “1234567 B.C. Ltd.” That said, most new companies want to choose a corporate name to personalize the new venture, and to establish a name under which marketing can commence. Company names vary widely. Often the incorporator will choose a name that is meaningful to them (typical for closely-held family companies), or a name that describes the type of business the company will be doing.
How do you obtain a name for your British Columbia company?
Naming of companies in British Columbia is handled by the British Columbia Registrar of Companies (the “Registrar”). Among other things, the Registrar has the authority to reserve names for new companies and register changes to the names of active British Columbia companies. Before you can incorporate a named company, you must submit a Name Approval Request Form to the Registrar and wait for their approval. On approval they will provide a reservation number that will be input as part of the application for incorporation.
When requesting a corporate name, you can submit up to three names in order of preference. The Registrar will need to check the corporate names against their database, as well as make other considerations, to determine if there is a similar or identical name already in existence in British Columbia. If there is an issue with your choices, your name request could be denied. In this case you will be asked to resubmit a new request.
In some cases, the Registrar may also consider whether there is a similar or identical name in another province or jurisdiction. If there is a business operating in another province with a name too similar to yours, you may be required to obtain consent from that party before the Registrar will grant your name request. If you are having trouble getting name approval for a name that has important significance to you or your business, it may be helpful to speak with an Incorporation Lawyer, who can advise on the proper procedure to obtain the use of the name for your business.
When should you submit a name approval request to the Registrar?
If you are hoping to incorporate in the near future, it is often a good idea to submit a Name Approval Request in advance. As it can take up to several weeks to obtain approval of your name request from the Registrar (note: the wait time varies depending on volume of submissions), submitting the request in advance can expedite the incorporation process when you are ready to incorporate your new company. It is also possible to expedite a name request for an additional fee of $100. This can reduce your waiting time to days rather than weeks.
Keep in mind that name reservations expire after 56 days – so you or your lawyer may need to request an extension from the Registrar if you are not ready to incorporate when your name reservation comes up for renewal.
If you are planning to do business in another province, a different type of name search, called a Nuans report, may be required. A Nuans report lists similar corporate names and trademarks across Canada other than names in Quebec. It does not guarantee that your proposed name is approved, however, a Nuans report is required in advance of obtaining name approval in many provinces outside British Columbia. A lawyer can help you determine if this search is required for your business.
What goes in a name for your British Columbia company?
A corporate name for a British Columbia company must have three parts: (i) a distinctive element (i.e. something that enables the public to distinguish your company from another company operating in British Columbia, such as your name or initials); (ii) a descriptive element (i.e. something that describes the business activities that will take place in your company); and (iii) a corporate designation (e.g. Limited, Ltd., Inc. Corporation etc.). For example, “XYZ Investments Corporation”, or “123ABC Holdings Ltd.”, would be names that meet the Registrar’s naming requirements (however, they would only be approved if they were not similar or identical to an existing company name).
I have my corporate name reserved, now what?
Once you have obtained name approval from the Registrar, you will be ready to begin preparing the incorporation paperwork that will be required to incorporate your company in British Columbia. These documents can include an incorporation application, incorporation agreement, articles for the company, shareholders’ and directors’ resolutions, securities and directors registers, share subscriptions and setting up varying share classes for the company, to name a few. If you have questions about the name reservation process or the incorporation process, you may wish to speak with an Incorporation Lawyer, who, working with your financial/tax advisors, can help you create a company that works for you and your business over the lifetime of the corporation.